UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2006
CELGENE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
86 Morris Avenue, Summit, New Jersey 07901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 673-9000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO AN AMENDMENT OF A MATERIAL DEFINITVE AGREEMENT
On June 14, 2006, the stockholders of the Company approved an amendment to the
1998 Stock Incentive Plan to (i) increase the aggregate number of shares of our
Common Stock that may be subject to awards thereunder from 62,000,000 to
84,000,000, subject to adjustment in accordance with the terms of the 1998 Stock
Incentive Plan (the "Share Limit"), (ii) remove the limit on the number of
shares of our Common Stock which may be subject to awards of restricted stock
and performance-based awards denominated in shares of our Common Stock under the
1998 Stock Incentive Plan and (iii) provide that each share of our Common Stock
subject to awards of restricted stock or performance-based award denominated in
shares of common stock under the 1998 Stock Incentive Plan will be counted as
1.6 shares against the Share Limit. The amendment was previously adopted by the
Board of Directors of the Corporation at their board meeting on April 19, 2006,
subject to stockholders' approval.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELGENE CORPORATION
Date: June 23, 2006 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: President and
Chief Operating Officer